CTD HOLDINGS, INC.

                              27317 NW 78th Avenue

                           High Springs, Florida 32643

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                March 29, 2002November 22, 2004

The Annual Meeting of Shareholders of CTD Holdings,  Inc., a Florida corporation
(the  "Company"),  will be held at  27317  NW 78th  Avenue,  in the city of High
Springs,  Florida 32643,  on Friday,  March 29, 2002,Monday,  November 22, 2004, at 2:10:00 PM,AM local time,
for the transaction of the following business:

     (1)  To consider and, if
thought fit,  pass the  following  resolution  electing Two (2)elect directors to the Board of Directors of the Company:

         RESOLUTION:

     C.E.  Rick  Strattan  and George L.  Fails are  hereby  elected to serve as
members of the Board of Directors of the Company until the next annual  meeting.Company.

     (2)  To  consider and, if thought fit, passratify  the  following  resolution amendingselection  of  James  Moore  & Co.  as the  Company's
          Articles of Incorporation: to expand and alter the business Purpose of
the Company; to increase the Capital Stock of the Company from 10,000,000 shares
of $0.001  par value  common  stock to  100,000,000  shares of $0.001  par value
common  stock;  and to insert and  include  indemnification  provisionsindependent auditor for the Company's officers and directors;

                                   RESOLUTION:

     Article IV of the Articles of  Incorporation  is hereby  amended to read as
follows:

     Purpose.  The general  nature of the  business or  businesses  in which the
corporation is authorized to transact business,  in addition to those authorized
by the laws of the state of Florida and the powers of said corporation, shall be
as  follows:

          1. To engage in any activity or business  authorized under the Florida
     Statutes.
          2. In general,  to carry on any and all incidental  business:  to have
     and exercise all the powers  conferred by the laws of the state of Florida,
     and to do any and all  things  herein  set  forth to the same  extent  as a
     natural person might or could do.
          3. To purchase or otherwise acquire,  undertake, carry on, improve, or
     develop, all or any of the business, good will, rights, interests,  assets,
     capital  stock  and  liabilities  of  any  person,  firm,  association,  or
     corporation  carrying on any kind of  business of a similar  nature to that
     which  this  corporation  is  authorized  to  carry  on,  pursuant  to  the
     provisions  of this  certificate;  and to hold,  utilize,  or in any manner
     dispose of the rights, interests, capital stock and property so acquired.
          4. To enter into and make all  necessary  contracts  for its  business
     with any person, entity, partnership, association, corporation, domestic or
     foreign, or of any domestic or foreign state,  government,  or governmental
     authority, or of any political or administrative subdivision, or department
     thereof, and to perform and carry out, assign,  cancel, rescind any of such
     contracts.
          5. To exercise all or any of the  corporate  powers,  and to carry out
     all  or any  of  the  purposes,  enumerated  herein  otherwise  granted  or
     permitted by law, while acting as an agent,  nominee,  or  attorney-in-fact
     for any persons or corporations,  and perform any service under contract or
     otherwise  for  any   corporation,   joint  stock   company,   association,
     partnership,  firm,  syndicate,  individual,  or other entity,  and in such
     capacity  or  under  such  arrangement,  to  develop,  improve,  stabilize,
     strengthen,  extend the property and commercial  interest  thereof,  and to
     aid,  assist,  or  participate  in any  lawful  enterprises  in  connection
     therewith or incidental to such agency, representation,  or service, and to
     render any other service or assistance insofar as it lawfully may under the
     laws  of the  state  of  Florida,  providing  for  the  formation,  rights,
     privileges, and communities of corporation for profit.



          6.To do everything necessary, proper, advisable, or convenient for the
     accomplishment  of any of the  purposes,  or the  attainment  of any of the
     objects,  or the furtherance of any of the powers herein set forth,  either
     alone or in association  with others  incidental or pertaining to, or going
     out of, or connected  with its business or powers,  provided the same shall
     not be inconsistent with the laws of the state of Florida.
          7. The several  clauses  contained  in this  statement  of the general
     nature of the business or businesses to be transacted shall be construed as
     both purposes and powers of this corporation,  and statements  contained in
     each clause shall, except as otherwise expressed,  be in no ways limited or
     restricted by reference to or inference from the terms of any other clause.
     They shall be regarded as independent  purposes and powers.  Nothing herein
     contained  shall be deemed or construed as authorizing  or  permitting,  or
     purporting to authorize or permit the corporation to carry on any business,
     exercise any power,  or do any act which the corporation may not, under the
     laws of the state of Florida, lawfully carry on, exercise, or do.

     ARTICLE V of the  Articles of  Incorporation  is hereby  amended to read as
follows:

     Capital  Stock.  The total  number of shares  of  capital  stock  that this
corporation shall have the authority to issue and to have outstanding at any one
time is one hundred million (100,000,000) shares of common stock with $0.001 par
value per share.  The Board of Directors is  expressly  authorized,  pursuant to
Section  607.0602 of the Florida  Business  Corporation  Act, to provide for the
classification  and  reclassification  of any  unissued  shares of Common  Stock
without the  approval of the  shareholders  of the  Corporation,  all within the
limitations set forth in Section  607.0601 of the Florida  Business  Corporation
Act. Except as otherwise required by law all rights to vote and all voting power
shall be vested exclusively in holders of the Common Stock. Cumulative voting by
any shareholder is hereby expressly  denied.  No shareholder of this Corporation
shall have,  by reason of its holding  shares of any class or series of stock of
the Corporation,  any preemptive or preferential rights to purchase or subscribe
for any other  shares of any class or series of this  Company  now or  hereafter
authorized, and any other equity securities, or any notes, debentures, warrants,
bonds or other  securities  convertible  into or carrying options or warrants to
purchase shares of any class,  now or hereafter  authorized,  whether or not the
issuance  of any  such  shares,  or  such  notes,  debentures,  bonds  or  other
securities,  would  adversely  affect  the  dividend  or  voting  rights of such
shareholder.

     ARTICLE X of the Articles of  Incorporation  is hereby  inserted to read as
follows:

     Indemnification.  The Company  shall,  to the fullest  extent  permitted or
required by the Florida  Business  Corporation  Act,  including  any  amendments
thereto  ( but in the  case  of any  such  amendment,  only to the  extent  such
amendment  permits or requires  the Company to provide  broader  indemnification
rights than prior to such  amendment),  indemnify  its  Directors  and Executive
Officers  against any and all  Liabilities,  and advance any and all  reasonable
Expenses,  incurred  thereby in any  Proceeding  to which any such  Director  or
Executive  Officer is a Party or in which such Director or Executive  Officer is
deposed or called to testify as a witness because he or she is or was a Director
or  Executive  Officer of the  Company.  The rights to  indemnification  granted
hereunder shall not be deemed  exclusive of any other rights to  indemnification
against Liabilities or the advancement of Expenses which a Director or Executive
Officer  may be  entitled  under  any  written  agreement,  Board of  Directors'
resolution,  vote of  shareholders,  the Florida  Business  Corporation  Act, or
otherwise.  The  Company  may,  but shall not be  required  to,  supplement  the
foregoing  rights to  indemnification  against  Liabilities  and  advancement of
Expenses  by the  purchase  of  insurance  on  behalf  of any one or more of its
Directors or Executive Officers whether or not the Company would be obligated to
indemnify or advance  Expenses to such Director or Executive  Officer under this
Article.  For purposes of this Article,  the term  "Directors"  includes  former
directors  of the Company and any  director who is or was serving at the request
of the Company as a director,  officer,  employee,  or agent of another Company,
partnership,  joint venture,  trust,  or other  enterprise,  including,  but not
limited to, any  employee  benefit  plan (other than in the capacity as an agent
separately  retained and  compensated  for the provision of goods or services to
the enterprise,  including, but not limited to,  attorneys-at-law,  accountants,
and financial  consultants).  For purposes of this Article,  the term "Executive
Officers"  includes  those  individuals  who are or were at any time  "executive
officers" of the Company as defined in Securities and Exchange  Commission  Rule
3b-7  promulgated  under the  Securities  Exchange Act of 1934, as amended.  All
other  capitalized  terms used in this Article and not otherwise  defined herein
have the meaning set forth in Section  607.0850 of the Florida  Business Company
Act. The  provisions of this



Article are intended solely for the benefit of the indemnified parties described
herein and their  heirs and  personal  representatives  and shall not create any
rights in favor of third  parties.  No  amendment  to or repeal of this  Article
shall diminish the rights of  indemnification  provided for herein prior to such
amendment or repeal.fiscal year 2005.

     (3) To  consider  and,  if  thought  fit,  pass  the  following  resolution
providing for a 1:4 reverse stock split of the corporation's common shares:

         RESOLUTION:

     A 1:4 reverse  stock  split of the  corporation's  common  shares is hereby
approved

     (4)  To  transact  such other  business  as may  properly  come  before the
          meeting or any adjournment or adjournments thereof.


The Board of Directors  recommends that all shareholders vote "FOR" approval
of the Two nominees to the Company's  Board of Directors,  and "FOR" approval of
the proposed amendments to the Articles of Incorporation of CTD Holdings,  Inc.,
and "FOR" a 1:4 reverse stock split of the corporation's common shares.

     Under the Florida Business  Corporation Act and the Company's By-Laws, if a
quorum is present,  the favorable vote of a simple majority of the votes cast by
holders of Common  Stock,  voting in person or by proxy,  at the meeting will be
required in order to approve the matters  referred to in proposals  (1), (2) and
(3) above.

The Board of Directors  has fixed the close of business on February 5, 2002,October 27, 2004,  as
the record date for the determination of stockholders who are entitled to notice
of, and to vote at, the Annual  Meeting and/or any  adjournment or  adjournments
thereof.  Only  holders of record of Common  Stock at the close of  business  on
February  5,  2002,October  27,  2004,  will be  entitled  to notice of, and to vote at, the Annual
Meeting and/or any adjournment or adjournments thereof.

In order to assure that your interests will be  represented,  whether or not you
plan to attend the Annual Meeting in person, please complete,  date and sign the
enclosed form of proxy and return it promptly in the enclosed envelope.

By Order of the Board of Directors

C.E. Rick Strattan
President

March 9, 2002October 29, 2004






                               CTD HOLDINGS, INC.

                              27317 NW 78th Avenue

                           High Springs, Florida 32643

                        (386) 454-0887 Fax (386) 454-8134

                             E-mail ctd@cyclodex.com

                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS

                                March 29, 2002November 22, 2004

This proxy statement and accompanying form of proxy will be mailed to holders of
Common  Shares on or about  March 9, 2002.October 29, 2004.  They are  furnished in connection
with the solicitation by the Board of Directors  (hereinafter sometimes referred
to as the "Board") of CTD Holdings,  Inc. (hereinafter  sometimes referred to as
the "Company"),  of proxies for use at the Annual Meeting of Shareholders of the
Company  to be held on  March  29,  2002,November  22,  2004,  at 2:10:00 PM  (EST),AM EST,  at 27317 NW 78th
Avenue,  High Springs,  Florida 32643,  and at any  adjournment or  adjournments
thereof.

At the Annual Meeting, the shareholders of the Company will be asked to consider
and vote upon  resolutions  (1) approvingto approve  the  election of Twotwo (2)  directors  to serve until the
next annual  meeting and (2) to approveratify the amendmentsselection of James Moore & Co. as the
Company's  Articles  of  Incorporation:  to expand  and alter the  business  Purpose of the
corporation;  to increase the Capital Stock of the  Corporation  from 10,000,000
shares of $0.001  par value  common  stock to  100,000,000  shares of $0.001 par
value common stock; and to insert and include indemnification provisionsindependent  auditor for the Company's officers and directors; and (3) approving a 1:4 reverse stock split of
the  corporation's  common  shares.fiscal year 2005. The Board of Directors
recommends you vote "FOR" all of these proposals.

                               VOTING INFORMATION

The Board of Directors  has fixed the close of business on February 5, 2002,October 27, 2004,  as
the record date for determination of shareholders  entitled to notice of, and to
vote at, the Annual Meeting and at any adjournment  thereof.  Accordingly,  only
holders of record of common  shares at the close of  business on the record date
will be  entitled  to receive  notice of,  and to vote at, the  meeting.  On any
matter which may properly  come before the meeting,  holders of common shares of
record on the record  date are  entitled  to one vote per  share.  On the record
date, 4,846,220October 27, 2004, common shares were issued and outstanding,  representing
4,846,220__________________ votes.

Shareholders  who do not plan to be present at the Annual  Meeting are requested
to date and sign the enclosed form of proxy and return it in the return envelope
provided.  All common  shares which are  represented  at the meeting by properly
executed  proxies  received  prior to or at the meeting and not revoked  will be
voted in  accordance  with the  instructions  indicated in such  proxies.  If no
instructions  are  indicated,  such proxies will be voted "FOR"  election of the
nominees  listed  therein as  directors of the Company who will  constitute  the
entire Board of Directors of the Company,  and "FOR"  approval  amendingratifying the selection of
James Moore & Co. as the Company's Articles of Incorporation: to expand and alter the business Purpose of
the Company; to increase the Capital Stock of the Company from 10,000,000 shares
of $0.001  par value  common  stock to  100,000,000  shares of $0.001  par value
common  stock;  and to insert and  include  indemnification  provisionsauditors for the Company's officers and directors;  and "FOR" the approval of a 1:4 reverse stock
split of the corporation's common shares.2005 fiscal year.

Under applicable provisions of the Florida Business Corporation Act, business to
be  considered at the Annual  Meeting is confined to that business  described in
the  notice of meeting to which this proxy  statement  is  attached.  Thus,  the
matters to come before the meeting will be limited to those matters described in
the notice.  All proxies presented at the Annual Meeting,  whether given to vote
in favor of or against the foregoing  proposals,  will,  unless contrary written
instructions  are noted on the form of proxy,  also entitle the persons named in
such proxy to vote such proxies in their  discretion  on any proposal to adjourn
the meeting or otherwise concerning the conduct of the meeting.

Shareholders  have the right to revoke their  proxies by notifying the Secretary
of the  Company  in  writing  at any time  prior to the time the  common  shares
represented  thereby are  actually  voted.  Proxies may be revoked by (i) filing
with the  Secretary  of the  Company,  before  the  vote is taken at the  Annual
Meeting,  either a written  notice of  revocation  bearing a later date than the
proxy, or a duly executed proxy relating to the same shares bearing a later date
than the other proxy,  or (ii) attending the Annual Meeting and voting in person
(although  attendance  at the  meeting  will not in and of itself  constitute  a
revocation of a proxy).  Any written notice revoking a proxy or subsequent proxy
should  be sent to CTD  Holdings,  Inc.,  27317 NW 78th  Avenue,  High  Springs,
Florida 32643, Attention: Secretary.

Under the applicable  provisions of the Florida Business Corporation Act and the
Company's  By-Laws,  if a quorum  is  present,  the  favorable  vote of a simple
majority  of the votes cast by holders of Common  Stock,  voting in person or by
proxy,  at the Annual  Meeting  will be required in order to approve the matters
referred to in proposals (1), and (2) and (3)below.

                       PROPOSAL 1 - ELECTION OF DIRECTORS

Two (2) directors, constituting the entire Board of Directors, is proposed to be
elected  to serve  until the next  Annual  Meeting of  shareholders,  or until a
successor shall be elected and shall qualify. The following persons are proposed
to be nominated:

                            
Principal Occupation Year First and Other Major Became Name, Age Age Affiliations Director C.E. Rick Strattan 55 President, CEO and Chairman 1990 George L. Fails 56Principal Occupation Year First and Other Major Became Name, Age Age Affiliations Director C.E. Rick Strattan 58 President, CEO and Chairman 1990 George L. Fails 57 Operations Manager 2001
C.E. Rick Strattan, President, CEO and Director since its 1990. Mr. Strattan served as treasurer of the Company from August, 1990, to May, 1995. From November 1987 through July 1992, Mr. Strattan was with Pharmatec, Inc., where he served as Director of Marketing and Business Development for CDs. Mr. Strattan was responsible for CD sales and related business development efforts. From November, 1985 through May, 1987, Mr. Strattan served as Chief Technical Officer for Boots-Celltech Diagnostics, Inc. He also served as Product Sales Manager for American Bio-Science Laboratories, a Division of American Hospital Supply Corporation. Mr. Strattan is a graduate of the University of Florida receiving a B.S. degree in chemistry and mathematics, and has also received an MS degree in Pharmacology, and an MBA degree in Marketing/Computer Information Sciences, from the same institution. Mr. Strattan has written and published numerous articles and a book chapter on the subject of Cyclodextrins. George L. Fails, Operations Manager CTD, Inc. since 2000. Mr. Fails currently serves as Operations Manager for CTD, Inc. Prior to joining the Company, Mr. Fails served as a Detective Sergeant with the Veterans Administration Hospital in Gainesville, Florida, with special duties as a Predator Officer with the US Marshall's Service. From 1965 until his retirement in 1986, Mr. Fails served with the US Army Special Forces, including several tours in Viet Nam, Salvador, and Angola. Mr. Fails also served two years with a United States intelligence arm. Mr. Fails received his BA from the University of the Philippines, and has also received degrees from 43 Military schools, as well as the Federal policePolice Academy in Little Rock, Arkansas. The principal occupation of the nominees during at least the last five years is that shown in the table above. If the nominees for directors should become unavailable for election (which the Board of Directors has no reason to believe will be the case), the shares represented by the enclosed proxy will be voted for such substitute nominees as may be nominated by the Board of Directors. Directors, including directors also serving the Company in another capacity and receiving separate compensation therefore shall be entitled to receive from the Company as compensation for their services as directors such reasonable compensation as the board may from time to time determine, and shall also be entitled to reimbursements for any reasonable expenses incurred in attending meetings of directors. To date, the Board of Directors has received no compensation, and no attendance fees have been paid. PROPOSAL 2 - AMENDING THE COMPANY'S ARTICLES OF INCORPORATION TO EXPAND THE BUSINESS PURPOSE OF THE CORPORATION, TO INCREASE THE CAPITALIZATION OF THE CORPORATION, AND TO ADD INDEMNIFICATION PROVISIONS FOR OFFICERS AND DIRECTORS. At the Annual Meeting of Shareholders, a proposal will be considered and acted upon to amend the Articles of Incorporation of the Corporation: to expand and alter the business Purpose of the Corporation; to increase the Capital Stock of the Corporation from 10,000,000 shares of $0.001 par value common stock to 100,000,000 shares of $0.001 par value common stock; and to insert and include indemnification provisions for the Corporation's officers and directors. The Board of Directors recommends for shareholder approval the proposal to expand and alter the business Purpose of the corporation. The Company believes that the proposed changes in the business Purpose, would allow the Company to further expand, and pursue growth, through equity investment in other businesses. The Company contemplates pursuing limited equity investments in businesses offering growth and profitability. A limited equity investment would limit and/or reduce risk, maintain control and avoid ongoing operational or capital expenses. The Board of Directors recommends for shareholder approval the proposal to increase the Capital Stock of the Corporation from 10,000,000 shares of $0.001 par value common stock to 100,000,000 shares of $0.001 par value common stock. The Company believes that the proposed increase in Capitalization would provide, in part: availability for future dividends and distributions to existing shareholders, creation of an employee stock option program, availability in raising additional capital, availability for possible acquisitions and the ability to accommodate and support the change in the business Purpose, providing for Company expansion and growth. The Board of Directors recommends for shareholder approval the proposal to insert and include indemnification provisions for the Corporation's officers and directors. The Company believes that, although indemnification is available to Company officers and directors under state law, and the Company By-laws, the proposed inclusion of indemnification provisions, will allow the Company to aggressively pursue and attract highly qualified and experienced individuals to serve as directors. The proposal to be voted upon would amend Article IV and Article V, and insert Article X into the Company's Articles of Incorporation, so that the paragraphs would read as follows: Article IV Purpose. The general nature of the business or businesses in which the corporation is authorized to transact business, in addition to those authorized by the laws of the state of Florida and the powers of said corporation, shall be as follows: 1. To engage in any activity or business authorized under the Florida Statutes. 2. In general, to carry on any and all incidental business: to have and exercise all the powers conferred by the laws of the state of Florida, and to do any and all things herein set forth to the same extent as a natural person might or could do. 3. To purchase or otherwise acquire, undertake, carry on, improve, or develop, all or any of the business, good will, rights, interests, assets, capital stock and liabilities of any person, firm, association, or corporation carrying on any kind of business of a similar nature to that which this corporation is authorized to carry on, pursuant to the provisions of this certificate; and to hold, utilize, or in any manner dispose of the rights, interests, capital stock and property so acquired. 4. To enter into and make all necessary contracts for its business with any person, entity, partnership, association, corporation, domestic or foreign, or of any domestic or foreign state, government, or governmental authority, or of any political or administrative subdivision, or department thereof, and to perform and carry out, assign, cancel, rescind any of such contracts. 5. To exercise all or any of the corporate powers, and to carry out all or any of the purposes, enumerated herein otherwise granted or permitted by law, while acting as an agent, nominee, or attorney-in-fact for any persons or corporations, and perform any service under contract or otherwise for any corporation, joint stock company, association, partnership, firm, syndicate, individual, or other entity, and in such capacity or under such arrangement, to develop, improve, stabilize, strengthen, extend the property and commercial interest thereof, and to aid, assist, or participate in any lawful enterprises in connection therewith or incidental to such agency, representation, or service, and to render any other service or assistance insofar as it lawfully may under the laws of the state of Florida, providing for the formation, rights, privileges, and communities of corporation for profit. 6. To do everything necessary, proper, advisable, or convenient for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers herein set forth, either alone or in association with others incidental or pertaining to, or going out of, or connected with its business or powers, provided the same shall not be inconsistent with the laws of the state of Florida. 7. The several clauses contained in this statement of the general nature of the business or businesses to be transacted shall be construed as both purposes and powers of this corporation, and statements contained in each clause shall, except as otherwise expressed, be in no ways limited or restricted by reference to or inference from the terms of any other clause. They shall be regarded as independent purposes and powers. Nothing herein contained shall be deemed or construed as authorizing or permitting, or purporting to authorize or permit the corporation to carry on any business, exercise any power, or do any act which the corporation may not, under the laws of the state of Florida, lawfully carry on, exercise, or do. ARTICLE V Capital Stock. The total number of shares of capital stock that this Corporation shall have the authority to issue and to have outstanding at any one time is one hundred million (100,000,000) shares of common stock with $0.001 par value per share. The Board of Directors is expressly authorized, pursuant to Section 607.0602 of the Florida Business Corporation Act, to provide for the classification and reclassification of any unissued shares of Common Stock without the approval of the shareholders of the Corporation, all within the limitations set forth in Section 607.0601 of the Florida Business Corporation Act. Except as otherwise required by law all rights to vote and all voting power shall be vested exclusively in holders of the Common Stock. Cumulative voting by any shareholder is hereby expressly denied. No shareholder of this Corporation shall have, by reason of its holding shares of any class or series of stock of the Corporation, any preemptive or preferential rights to purchase or subscribe for any other shares of any class or series of this Corporation now or hereafter authorized, and any other equity securities, or any notes, debentures, warrants, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such shareholder; ARTICLE X Indemnification. The Corporation shall, to the fullest extent permitted or required by the Florida Business Corporation Act, including any amendments thereto ( but in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Executive Officers against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any such Director or Executive Officer is a Party or in which such Director or Executive Officer is deposed or called to testify as a witness because he or she is or was a Director or Executive Officer of the Corporation. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which a Director or Executive Officer may be entitled under any written agreement, Board of Directors' resolution, vote of shareholders, the Florida Business Corporation Act, or otherwise. The Corporation may, but shall not be required to, supplement the foregoing rights to indemnification against Liabilities and advancement of Expenses by the purchase of insurance on behalf of any one or more of its Directors or Executive Officers whether or not the Corporation would be obligated to indemnify or advance Expenses to such Director or Executive Officer under this Article. For purposes of this Article, the term "Directors" includes former directors of the Corporation and any director who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including, but not limited to, any employee benefit plan (other than in the capacity as an agent separately retained and compensated for the provision of goods or services to the enterprise, including, but not limited to, attorneys-at-law, accountants, and financial consultants). For purposes of this Article, the term "Executive Officers" includes those individuals who are or were at any time "executive officers" of the Corporation as defined in Securities and Exchange Commission Rule 3b-7 promulgated under the Securities Exchange Act of 1934, as amended. All other capitalized terms used in this Article and not otherwise defined herein have the meaning set forth in Section 607.0850 of the Florida Business Corporation Act. The provisions of this Article are intended solely for the benefit of the indemnified parties described herein and their heirs and personal representatives and shall not create any rights in favor of third parties. No amendment to or repeal of this Article shall diminish the rights of indemnification provided for herein prior to such amendment or repeal. PROPOSAL 3 - APPROVAL OF 1:4 REVERSE STOCK SPLIT OF THE CORPORATION'S COMMON SHARES The Board of Directors recommends for shareholder approval the proposal to effect a one-for-four (1:4) reverse stock split of the issued and outstanding Common Stock of the Company. The proposed reverse stock split will reduce the number of issued and outstanding shares of Common Stock of the Company as of the record date from 4,846,220 to approximately 1,211,555. Except for changes in the number of shares of stock issued and outstanding, the rights and privileges of holders of shares of Common Stock will remain the same, both before and after the proposed reverse stock split. The proposed stock split would become effective on the date of shareholder approval (the "Effective Date"). Commencing on the Effective Date, each currently outstanding certificate will be deemed for all corporate purposes to evidence ownership of the reduced number of shares resulting from the proposed reverse stock split. New stock certificates reflecting the number of shares resulting from the stock split will be issued only as currently outstanding certificates are transferred or upon request. The Company will not issue fractional shares upon consummation of the reverse stock split. Instead, the Company will, upon surrender of their certificate, send to each shareholder otherwise entitled to receive a fractional share as of the record date of the stock split, an amount in cash equal to the value of such fractional share, based on the then current market price of the Common Stock following the reverse stock split, as determined by the Board of Directors. The Company believes that the proposed reverse stock split is necessary to enable the Common Stock to trade at an appropriate price per share for, among other reasons, NASDAQ or exchange listing application purposes. The Board of Directors recommends that all shareholders vote "FOR" approval of the Twotwo nominees to the Company's Board of Directors,Directors. PROPOSAL 2 - RATIFICATION OF INDEPENDENT AUDITORS The Audit Committee has selected James Moore & Co. as the Company's independent auditor for the 2005 fiscal year, and "FOR" approvalthe Board is asking shareholders to ratify that selection. Although current law, rules and regulations, as well as the charter of the proposed amendmentsAudit Committee, require the Company's independent auditor to be engaged, retained and supervised by the ArticlesAudit Committee, the Board considers the selection of Incorporationthe independent auditor to be an important matter of CTD Holdings, Inc.,shareholder concern and "FOR" approvalis submitting the selection of James Moore & Co. for ratification by shareholders as a matter of good corporate practice. The affirmative vote of holders of a 1:4 reverse stock splitmajority of the corporation'sshares of common shares.stock represented at the meeting is required to approve the ratification of the selection of James Moore & Co. as the Company's independent auditor for the current fiscal year. The Board of Directors recommends that all shareholders vote "FOR" the ratification of James Moore & Co. as the Company's independent auditors for the 2005 fiscal year. OWNERSHIP OF SECURITIES Our voting securities are currently comprised of our common stock. The holders of our shares of common stock are entitled to one vote for each outstanding share on all matters submitted to our shareholders. The following table sets forth certaincontains information known to the Company with respect to beneficialregarding record ownership of the Company's Common Stockour voting securities as of January 22, 2002, for (i) allOctober 28, 2004 held by persons who own beneficially more than 5% of our outstanding common stock; our directors; named executive officers; and all of our directors and officers as a group. A person is deemed to be the beneficial owner of securities that can be acquired by such a person within 60 days from June 30, 2004 upon exercise of options, warrants or convertible securities. Each beneficial owner's percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such a person (but not those held by any other person) and are exercisable within 60 days from that date have been exercised. Unless otherwise indicated, the address of each of the listed beneficial owners identified is 27317 N.W. 78 Avenue, High Springs, Florida 32643. Name of five percent or moreAmount and Nature of the Company'sPercentage Percentage Beneficial Owner Beneficial Ownership Common Stock, (ii) each director and nominee for director, (iii) the Company's Chief Executive Officer and the other executive officers named in the Summary Compensation Table below, and (iv) all current executivePreferred C.E. Rick Strattan(1) 1,400,051 Common 20.78% 1 Series A Preferred 100% George L. Fails (2) 140,464 Common 2.00% 0% All officers and directors 1,540,515 Common 22.78% as a group as of January 22, 2002:
Names and Address of Individual or Amount and Nature of Approximate % Identity of Group Beneficial Ownership ** of Class *** C.E. Rick Strattan(1) 2,836,000 58.52% 4123 N.W. 46th Avenue Gainesville, FL 32606 George L. Fails 40,000 0.83% 2420 NW 142nd Avenue Gainesville, FL 32609 All Officers and Directors as a group 2,876,000 59.35%
** Securities "beneficially owned" are determined in accordance with the definition of "beneficial ownership" as set forth in regulations promulgated under the Securities Exchange Act of 1934, and accordingly may include securities owned by or for, among others, the spouse and/or minor children of an individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within sixty days of the date hereof through the exercise of options, or otherwise. ***Percentage of beneficial ownership is based upon 4,846,220(two persons) 1 Series A Preferred 100% (1) The shares of Common Stock, all of which were outstanding on January 22, 2002. For each named person, this percentage includes Common Stock of which such person has the right to acquire beneficial ownership either currently or within 60 days of January 22, 2002, including, but not limited to, upon the exercise of an option; however, such Common Stock shall not be deemed outstanding for the purpose of computing the percentagecommon stock beneficially owned by any other person. Such calculation is required by General Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934. Based upon a review of 13G filings made with the Securities and Exchange Commission during fiscal year 2000, there were no 5% shareholders other than Mr. Strattan. (1) Includes 1,000,000 shares held by Strattan Associates, Ltd., of which Mr. Strattan is the general partner. Strattan Associates, Ltd. is a limited partnership established by Mr. Strattan for estate tax purposes and is not otherwise engaged in business. include 502,318 shares which are issuable to Mr. Strattan pursuant to the terms of his 2004 employment agreement. (2) The shares of common stock beneficially owned by Mr. Fails includes 100,464 shares which are issuable to Mr. Fails pursuant to the terms of his 2004employment agreement. COMPLIANCE WITH SEC REPORTING REQUIREMENTS Under the securities laws of the United States, the Company's directors, executive officers, and any persons holding more than five percent of the Company's Common Stock are required to report their initial ownership of the Company's Common Stock and any subsequent changes in their ownership to the Securities and Exchange Commission ("SEC"). Specific due dates have been established by the SEC, and the Company is required to disclose in this Proxy Statement any failure to file by those dates. Based upon (i) the copies of Section 16(a) reports that the Company received from such persons for their 20002003 fiscal year transactions and (ii) the written representations received from one or more of such persons that no annual Form 5 reports were required to be filed for them for the 20002003 fiscal year, the Company believes that there has been compliance with all Section 16(a) filing requirements applicable to such officers, directors, and five-percent beneficial owners for such fiscal year. EXECUTIVE COMPENSATION AND RELATED INFORMATION The Board of Directors sets the compensation of the Chief Executive Officer, reviews the design, administration and effectiveness of compensation programs for other key executives, and approves stock option grants for all executive officers. The Board of Directors believes that compensation programs should be designed to attract, motivate and retain talented executives, and should be determined within a competitive framework and based on the achievement of designated financial targets, individual contribution, customer satisfaction and financial performance relative to that of the Company's competitors. Within this overall philosophy, the Company's objectives are to: Offer a total compensation program that takes into consideration the compensation practices of a group of peer companies and other selected companies with which the Company competes for executive talent (the "Peer Companies"); Provide annual variable incentive awards that take into account the Company's overall financial performance in terms of designated corporate objectives, as well as individual contributions and customer satisfaction; Align the financial interests of executive officers with those of shareholders by providing significant equity-based, long-term incentives.Theincentives. The three major components of the Company's executive officer compensation are: (i) base salary, (ii) variable incentive awards, and (iii) long-term, equity-based incentive awards. The base salary for each executive officer is determined at levels considered appropriate for comparable positions at Peer Companies. To reinforce the attainment of Company goals, the Board of Directors believes that a substantial portion of the annual compensation of each executive officer should be in the form of variable incentive pay. The annual incentive pool for executive officers is determined on the basisBoard of the Company's achievement of the financial performance targets established at the beginning of the fiscal year. The incentive plan sets a threshold level ofDirectors evaluates Company performance based on both revenue and profit before interest and taxes that must be attained before any incentives are awarded. The Board of Directors determines the size of long-term, equity-based incentives according to each executive's position within the Company and sets a level it considers appropriate to create a meaningful opportunity for stock ownership. In addition, the Board of Directors takes into account an individual's recent performance, potential for future responsibility and promotion, and the number of unvested options held by each individual at the time of the new grant. SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION The following table sets forth the compensation earned, by the Company's Chief Executive Officers for services rendered in all capacities to the Company and its subsidiaries for each of the last three fiscal years. No executive officer who would have otherwise been includable in such table on the basis of salary and bonus earned for the 2000 fiscal year has been excluded by reason of his or her termination of employment or change in executive status during that fiscal year. The individuals included in the table will be collectively referred to as the "Named Officers."
SUMMARY COMPENSATION TABLE (three fiscal years ended December 31, 1998, 19992000, 2001 and 2000)2003) Annual Long TermLong-Term Compensation Compensation Other Annual All Annual Other Name and Position Year Salary Bonus Compensation Compensation - ------------------------------------------------------------------------------------------------------------- C.E. Rick Strattan 2000 $32,9182003 $ 36,000 -0- $50,000 $ -0-(1) President, CEO 2002 $ 33,346 -0- -0- $40,000 (1) President & Chief Executive Officer 1999 $42,000$ -0- Chairman 2001 $ 835 -0- -0- $7,800 (2) 1998 $15,500 $10,000 -0- -0-$ 59,687(2) George L. Fails 20002003 $ 20,836 -0- -0- $ -0- Operations Manager 2002 $ 20,000 -0- -0- Chief Operating Officer 1999$ -0- 2001 $ 20,000 -0- -0- $ -0- -0- 1998 -0- -0- -0- -0- Lisa Stephens (3) 2000 -0- -0- -0- -0- Chief Financial Officer 1999 -0- -0- -0- -0- 1998 $25,000 $500 -0- -0-(1) Reflects grants of 1,000,000 shares (2) Reflects grants of 800,000 shares
(1) Reflects Grants of 336,000 shares (2) Reflects Grants of 200,000 shares (3) Ms. Stephens resigned her position withOn October 14, 2003, the Company in 1999, and therefore is no longer an executive officer subject to Section 16(a) of the Securities Exchange Act of 1934. PERFORMANCE-BASED STOCK COMPENSATION On January 28, 1999, the Board of Directors authorizedentered into a bonus of $10,000 and 250,000 common shares to Mr. Strattan and 1,500 shares to Lisa Stephens for their work in 1999. The Company believes Ms. Stephens shares were never vested and are in the process of being cancelled. On April 5, 1999, the Board of Directors approved the repurchase of 106,474 common shares from Burckhardt and Company for a total consideration of $6,388.44. On November 3, 1999, the Board of Directors authorized a payment of 100,000 common shares toone-year Employment Agreement with C.E. Rick Strattan, the Company's president, with an annual salary of $36,000 and $5,000 per month in considerationrestricted common shares of his work in 2000. These shares were issued in 2000. During 2000, the Company compensated Mr. Strattan in part by the transfer of a total of 336,000 common shares throughout the coursebased on 80% of the year. STOCK OPTIONS 1999 Incentive Stock Option Plan - The Company adopted a nonqualified employee stock option plan to provide incentives to directors, employees and consultants. Up to 79,000 shares may be issued under this plan. Options and condition of exercise are at the discretion of the Board of Directors. The option price can be no less than fair marketclosing value of the underlying stockCompany's shares on the datelast day of award. On Junethe month in which the shares are awarded. No shares were awarded under the Employment Agreement in 2003. As of September 30, 2004, 502,318 shares have been awarded pursuant to the Employment Agreement. The Company has agreed to register Mr. Strattan's shares awarded pursuant to his employment contract. Effective January 1, 1999,2004, the Company awarded an optionentered into a one-year Employment Agreement with George L. Fails to an employee for 20,000serve as Operations Manager. Mr. Fails is compensated $1,900 monthly, plus $1,000 per month in restricted common shares under the plan. The option price of $.50 per share is equal to private stock sales of unregistered shares during 1999 which was deemed to be fair value. Therefore, no compensation expense was recorded at issuance. During 2000, the option was canceled in accordance with its terms. NSME Stock Bonus Plan - In 1999, the Company formed Nature Spirit Mushroom Enterprises, Inc. (NSME), a 99% owned subsidiary, to grow mushrooms and to develop and market a line of mushroom based products. Natural Spirit adopted a stock bonus plan whereby an officer of Natural Spirit can receive Natural Spirit common stock owned by the Company if certain financial targets are met. The stock bonus plan terminates June 1, 2001 unless extended by both the officer and Natural Spirit. The stock bonus is contingent on the Company fully completing its current private placement of 650,000 shares of common stock and the officer being in the employ of the Company, for a minimum of two years and at the end of each calendar year for which a stock bonus is due. The officer will be awarded 100 shares of Natural Spirit stock owned by the Company for each $12,500 of net income earned by Natural Spirit, in excess of net income required to repay intercompany loans due to the Company. Up to 2,000 shares (20% of Natural Spirit: outstanding stock) can be awarded per year and the award is made annually for the prior year. There were no shares earned or due at December 31, 2000. 1994 Employee Stock Option Plan - The Company adopted a nonqualified employee stock issuance plan to provide incentives to employees. The Company has reserved 100,000 shares of voting common stock under this Plan. Stock issued under this plan is at the discretionbased on 80% of the Board of Directorsclosing value of the Company and bears a restrictive legend. AllCompany's shares issued pursuant to this Plan must be held for a minimum of two years and become fully vested after five years. During the three year period beginning on the firstlast day of the third year after issuance and ending five years after issuance, the Company shall purchase all or any part ofmonth in which the shares fromare awarded. As of September 30, 2004, 100,464 shares have been awarded pursuant to the employee upon the employee's written request; the purchase price of the shares shall be 50% of the then current market value of the shares. The Company no longer has an obligation to repurchase the stock. Prior to December 31, 1999, any change in the valuation of this account was recorded as a gain or loss in the accompanying statement of operations. The Company's repurchase obligation for stock held by former employees was valued at 50% of the bid price on the date of the employee's termination. The Company recorded a gain of $1,660 in 1999 from the expiration of the repurchase obligation of 8,000 shares issued in 1994. The officer is no longer in the employ of the Company and there were no shares earned or subject to repurchase at December 31, 2000.EMPLOYMENT AGREEMENTSEmployment Agreement. On May 30, 2001,November 17, 2003, the Company entered into an employment agreement with Mr. Strattan for a termBig Apple Consulting of one (1) year with an option of additional one (1) year terms.Longwood, Florida, to provide PR/IR and financial consulting services. The agreement provides for annual compensation of $30,000.00 during the term of the employment. The agreement also provides certain benefits and perquisites provided by the Company to its executive officers from time-to-time, including health insurance, the premiumcontract was for which shall not exceed $4,800.00 annually. The Agreement acknowledged that approximately $100,000 in accrued salary was duesix months. Mr. Strattan and the parties agreed to accord and satisfaction through the issuance of 800,000 shares of the Company's common stock at a rate of $0.125 per share reflecting the value of thetransferred 500,000 common shares on May 30, 2001. The Company agreedheld by him to register said common shares as soon as practicable in accordance with state and federal securities laws. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On August 10, 1998, the Company purchased 10,000 shares of common stock from Atlanta Syndication Network, Inc. for $5,000. The shares were originally issued in April 1997. The shares were canceled after the Company bought them. On November 24, 1998, the Company issued 106,474 shares to Burckhardt and Co. for its services performed in 2000. On January 28, 1999, the Board of Directors authorized a bonus of $10,000 and 250,000 common shares to Mr. Strattan and 1,500 shares to Lisa Stephens for their work in 2000. On March 10, 1999, the Company adopted a resolution whereby 10,000 shares of the Company's common stock, issued in the name of Gregory V. DeLong, be returned to the Company's treasury stock as authorized but unissued shares, pursuant to a Stock Power retained by the Company. On April 5, 1999, the Board of Directors approved the repurchase of 106,474 common shares from Burckhardt and Company for a total consideration of $6,388.44. On November 3, 1999, the Board of Directors authorized a payment of 100,000 common shares to C.E. Rick Strattan in consideration of his work in 2000. These shares were issued in 2000. On March 1, 2000, the Company entered into a one year public relations contract with a consultant. The Company issued the consultant 200,000 shares of common stock. The Company valued the shares at $40,000, approximately 50% less than the bid price on the contract date. The Company recorded a prepaid asset of $40,000, which is being amortized over one year, the life of the contract. On March 13, 2000, CTD entered into an agreement with Randy "Lazarus" McAtee d/b/a "Small Potatoes" to provide financial public relations services for CTD for one year. CTD has compensated Mr. McAtee by the transfer of 100,000 restricted shares. On April 1, 2000, the Company adopted a stock bonus plan for the Company's president. The amount of stock due each month is equal to $5,000 divided by 50% of the lowest stock trade amount for that month. The Company issued 75,566 shares and expensed $45,000 during 2000. On June 1, 2000, Natural Spirit entered into an employment agreement with John Lindsay. Under the terms of the agreement, Mr. Lindsay will be able to purchase 79% of the shares of Natural Spirit if a certain net annual profit is obtained each year while he is still employed as President ( 1% of the shares of Natural Spirit for every $12,500 in net profit). According to the schedule upon which Mr. Lindsay's share rights may vest, CTD may lose control of Natural Spirit within four years of its creation. Mr. Lindsay will also receive a salary of $1,000 per month. On October 1, 2000, Mr. Lindsay's salary increased to $2,000 per month. His salary will be $3,000 per month through the year 2,000 and then increase to $4,000 the following year. Mr. Lindsay and Mr. Strattan are the sole directors of Natural Spirit. CTD has certain buy-out rights with regard to a possible spin-off of Natural Spirit. Neither John Lindsay nor Mr. Strattan will receive compensation for their positions as directors of Natural Spirit. On November 3, 2000, the Board of Directors authorized a bonus of 100,000 common shares to C.E. Rick Strattan in consideration of his work in 2000. These shares were issued in 2000. During 2000, the Company compensated Mr. Strattan in part by the transfer of a total of 336,000 common shares throughout the course of the year. The Company has the following note receivable due from an employee at December 31, 2000 of $10,708. Mr. Strattan periodically advances the Company short term loans and defers receipt of salary. The balance due is $57,419 at December 31, 2000. The loans are due on demand, include interest at 8%, and are unsecured. Interest expense related to the loans total $1,637 for the year ended December 31, 2000. Subsequent to December 31, 2000, the stockholder agreed to enter into a long-term debt obligation related to this $57,419. The new note bears interest at 10%. Interest and principal are due April 15, 2002. Accordingly the $57,419 has been classifiedBig Apple as a long term debt at December 31,2000.consulting fee. SHAREHOLDER PROPOSALS FOR 20022004 PROXY STATEMENT Shareholder proposals that are intended to be presented at the Company's Annual Meeting of Shareholders to be held in 20032005 must be received by the Company no later than November 30, 2002July 1, 2005, in order to be included in the proxy statement and related proxy materials. Please send any such proposals to CTD Holdings, Inc., 27317 NW 78th Avenue, in the city of High Springs, Florida 32643, Attn: Investor Relations. In addition, the proxy solicited by the Board of Directors for the 20022005 Annual Meeting of Shareholders will confer discretionary authority to vote on any shareholder proposal presented at that meeting. FORM 10-KSB THE COMPANY WILL MAIL WITHOUT CHARGE,FOR THE COST OF POSTAGE, UPON WRITTEN REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000, AND A COPY OF THE COMPANY'S REPORT ON FORM 10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 2001,2003, INCLUDING THE FINANCIAL STATEMENTS, SCHEDULES, AND LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO CTD HOLDINGS, INC., 27317 NW 78th AVENUE, IN THE CITY OF HIGH SPRINGS, FLORIDA 32643, ATTN: INVESTOR RELATIONS. OTHER MATTERS The Board knows of no other matters to be presented for shareholder action at the Annual Meeting. However, if other matters do properly come before the Annual Meeting or any adjournments or postponements thereof, the Board intends that the persons named in the proxies will vote upon such matters in accordance with their best judgment. Proxies are being solicited by and on behalf of the Board of Directors. The cost of soliciting these proxies will be borne by the Company. In addition to the solicitation of these proxies by mail, the Company will request banks, brokers and other record holders to send proxies and proxy material to the beneficial owners of the stock and secure their voting instructions. If necessary, the Company may also use individuals, who will not be specifically compensated, to solicit proxies from shareholders, either personally or by telephone, telegram or letter. The Board and officers are not aware of any other matters which may be presented for action at the meeting, but if other matters do properly come before the meeting, it is intended that the shares of Common Stock, represented by proxies in the accompanying form will be voted by the persons named in the proxy in accordance with their best judgment. You are cordially invited to attend this meeting. However, whether you plan to attend the meeting or not, you are respectfully urged to sign and return the enclosed proxy, which may be revoked if you are present at the meeting and so request. CTD HOLDINGS, INC. C.E. Rick Strattan President March 9, 2002October 29, 2004 1 PROXY CTD Holdings, INC. This Proxy is Solicited by the Board of Directors for the Annual Meeting of Shareholders to be Held March 29, 2001November 22, 2004 The undersigned hereby appoints C.E. Rick Strattan, with individual power of substitution and revocation, to vote all common shares of CTD Holdings, Inc. (the "Corporation") which the undersigned would be entitled to vote, if personally present at the Annual Meeting of shareholders to be held at 2131727317 NW 78th Avenue, in the city of High Springs, Florida 32643, on March 29, 2002,November 22, 2004, and any adjournment thereof, upon matters indicated below as described in the Notice of Annual Meeting of Shareholders and accompanying Proxy Statement dated March 9, 2002.October 29, 2004. This Proxy will be voted in accordance with the instructions as indicated below. If no instructions are given, this Proxy will be voted "FOR" approval of the Twotwo nominees to the Corporation's Board of Directors, and "FOR" approvalthe ratification of the proposed amendments toselection of James Moore & Co. as the Articles of Incorporation of CTD Holdings, Inc., and "FOR" approval of a 1:4 reverse stock split ofCorporation's independent auditors for the corporation's common shares.2005 fiscal year. Please sign where indicated and return this Proxy promptly in the enclosed envelope. 1. Election of Twotwo (2) Directors: C.E. Rick Strattan and George L. Fails. FOR AGAINST ABSTAIN ---------- ----------- ----------- For all nominees except as noted: 2. ApprovalRatification of the proposed amendments toselection of James Moore & Co. as the Articles of Incorporation of CTD Holdings, Inc.Corporation's independent auditors for the 2005 fiscal year. FOR AGAINST ABSTAIN 3. Approval of a 1:4 reverse stock split of the corporation's common shares. FOR AGAINST ABSTAIN---------- ----------- ----------- Please sign exactly as name appears on address label. Executors, administrators, guardians, trustees, attorneys, and officers or representatives should give full title. For joint owners, each owner should sign. ___________________________ __________________________________, 2004 Signature PrintPrinted Name Date DEAR CTD HOLDINGS, INC. SHAREHOLDER: You are cordially invited to attend the Annual Meeting of Shareholders ("Annual Meeting") of CTD Holdings, Inc. (the "Company") which will be held at the principal offices of the Company, located at 27317 NW 78th Avenue, in the city of High Springs, Florida 32643, on Friday, March 29, 2002, at 2:00 PM Details of the business to be conducted at the Annual Meeting are given in the attached Notice of Annual Meeting and Proxy Statement. If you do not plan to attend the Annual Meeting, please complete, sign, date, and return the enclosed proxy promptly in the accompanying reply envelope. If you decide to attend the Annual Meeting and wish to change your proxy vote, you may do so automatically by voting in person at the Annual Meeting. We look forward to seeing you at the Annual Meeting.___________________________ __________________________________, 2004 Signature Printed Name Date